I'll Take You As You Are
by 9thForever
Summary: AU where Emma isn't dating Hook, and SwanQueen isn't canon (although I love SwanQueen). Lily doesn't know about everyone being magical, and her soul being full of Emma's darkness isn't canon.
1. Chapter 1

She could've killed me, and ended every second of this misery. Life is hell, and I was on my knees, begging for Emma to end it right there. Why? What stopped her from pulling the trigger?

As the three drove to Storybrooke not a word was said after the altercation between Emma and Lily. Emma looked tense, her knuckles turning white from gripping the steering wheel as tight as she could. As for Regina, Lily had no idea what was crossing through her mind after the scene with Robin. Unable to keep her stare out the window, Lily decided it was best if she slept the rest of the drive, to let her mind unwind.

"Should we wake her?" Regina sneered, standing outside the yellow car.

"She'll probably wake as soon as I get back in." Emma sighed, carrying the few bags of Regina's to her doorstep for her. Although pissed, Regina still thanked Emma before going inside. The last thing Emma wanted was to be alone with Lily, but it was inevitable. She had to drive her to either Grannies or the sheriffs station. If Lily was going to cause trouble and try to run away, she was going to be locked up. However, Emma knew that if she locked her up that the anger she was already harbouring would explode. Shrugging, Emma opened the door and sat back down. Lily lift her head, sucking in a lungful of breath as she squinted her eyes open.

"Where are we?" She asked.

"Storybrooke. Just dropped Regina off."

"Now what? I want to get this over so I can leave."

Emma withheld her glare.

"That depends."

"On?"

"You. Are you going to try running away again?" The stare off between the two women couldn't have been more intense.

"No, I'm not. But that doesn't mean I want to be here any longer than I have to be."

"Oh don't worry about that."

"Good, then where are we going now?"

"I'll get you a room at Grannies." Emma started the car, heading towards the diner. Silence, not a word being said, although many needed to be. Emma considered saying her part, although she had started in the street, she knew that wasn't the place to start. Instead she was waiting for the right moment. Lily on the other hand, was building up as many walls and defensive maneuvers as she could. Letting Emma back into her life would destroy her, so her only option was to reject her.

Emma opened the door for Lily, whom was complaining under her breath the whole time, and had her sit at the booth she always sat at. Waving down Ruby, she sat across from Lily.

"Hey Em. Who's your friend?"

"We're not friends." Lily distastefully sneered, arms crossed over her chest. Blatantly pissed. Ruby mouthed a sorry to Emma.

"I came to book a room for her, if Granny has a room available."

"Sure, I'll go check after I make my rounds. You want anything?"

"No, we're good. Thanks though." As Ruby walked away, Lily watched, eyebrows knit together, eyeing the girl up and down.

"You know, Emma, I bet she's a nice lay, just your type. Unpredictable." She was trying to push buttons. Emma started grinding her teeth as her jaw clenched.

"Definitely." She responded sarcastically.

"Disgusting." She scoffed, offended.

"I was joking. I don't have a type."

"Everyone has a type."

"Lily, you don't-" Emma stopped midsentance as Ruby approached. That made Lily's eyebrows raise, realization beaming in her eyes.

"You're not out, are you?" Lily spoke loud enough for Ruby to hear.

"Ahem. What was that about? Anyway, Emma, Gran said there's a room ready, the one you stayed in when you first came here." Ruby handed a key to Emma. "The usual rate, just pay at the end of the week."

"Thanks." Emma partially dismissed her, embarrassed from Lily's accusation. The secret was true, that she was a lesbian, but the secret wasn't Lily's to tell. Everything about Emma was private, the last thing she ever wanted aired around town was her sex-life. "Come on, Lily. We're going."

"What, did I hit a sensitive area?" Being grabbed by the wrist, Emma dragged her out of the building, and down the street to the hotel area. Steam could almost be seen leaving Emma's head, if it were cold enough, however the feeling of satisfaction was lacking for Lily. Hurting her friend was her goal, but she didn't expect it to backfire on herself. Lily was swarmed with the same guilt that Emma was treading through, without knowing it.

Emma opened the door, pulling Lily through it before she released her grip. She slammed the door behind her. They both stood in the room, Emma at the door, and Lily at the bed.

"Look-" Emma cut her off.

"-No. Don't say a word. You're going to stay in here until I come back."

Before Lily could say anything Emma had already left, another wall shaking slam to the door behind her. A humming noise sounded from behind the door, the sound of a protection spell being cast. She assumed it was the heater. If Lily hadn't been as equally pissed, she would have gone after her, like she did when they were teenagers, instead she sat on the bed. How long was it going to take?

Emma had marched herself down the street again, opting to stomp her way towards the sheriffs department rather than drive. Fresh air and walking would clear her head. That or punching a few trees. The nerve of Lily.

Hours passed, still no sign of Emma's return. Growing restless and tired, Lily settled for a shower.

Emma had talked to her parents, on advice. Somehow a visit with them hadn't given her the clear head she wanted, but a visit with Henry always seemed to calm her down. Taking in a long, drawn out breath, Emma prepared for the hell she created by locking her in a room. The door opened, and Emma walked inside. No initial sign of Lily, until she heard the shower running. Good. That gave her time to mentally prepare the speech she had been mulling over.

Drying off, she wrapped a robe around her body. Lily opened the door, startled to see Emma sitting on the edge of the bed.

"Oh." She muttered disappointedly before leaning against the door frame. "Didn't think you'd be back tonight. It's been a long time since I was locked in a room."

"I almost wasn't going to."

"What made you change your mind?"

"Honestly, I don't know. I'm still pissed about earlier."

"The girl back at the diner?" Lily nodded at the remembrance of the girl.

"No. Yes. Earlier, behind your work. You lied to me, pretended a kid was yours. Ousted me as gay in front of my friends?"

"I didn't actually out you, I implied it. And because you are. We used to date, remember? Or did you forget about that when you left me at that bus stop?"

"That excuses everything? I left you because you're poison."

"You were always my cure, Em. I told you we'd be better off if we stuck together. Don't think for a second that that wasn't true because you know it was."

Emma shook her head, anger filling her body again.

"No, no."

"Yes Emma, you always brought out the good in me; making life worth living. Without you I fell apart."

"You always made terrible choices, and influenced me with them when we were friends."

"I was a freaking teenager. Everyone makes mistakes."

"Before you I didn't make any."

"Really?" Lily scoffed, trying not to laugh. "I met you stealing food."

"I screwed up back then, you only encouraged it."

"So now I'm the cause of all of your problems?"

"No."

"You sure as hell made it sound that way." Lily reentered the bathroom, changing into her clothing.

"What happened to us?"

Lily entered the room again, having regained composure. She wasn't angry seeming, but guarded.

"Look Emma, what I want to say is that I'm sorry. Being locked in here made me think. I was a terrible friend, the shittiest, you had ever right to push me and all of my mistakes away. I would try to make it up with you, but I know I can't. I failed. I failed you. I've needed you. And it'll never be enough, but I'm sorry. Sorry for everything."

"What?" Emma hadn't expected an apology, let alone a confession. Standing up, she stared in disbelief as Lily began sobbing, trying her best to hold it in. She was strong, but when it came to honesty- especially with Emma- she wasn't.

"I'm so, so sorry Emma."

Disbelief flamed through Emma's eyes, and seeing the one person she had trusted at one point crying confused her. Anger fleeted, and Emma rose to stand by her, offering a small touch as comfort. Lily pushed the hand away automatically. However, Emma was persistent and managed to pull her into a hug. Neither were the hugging type, but with each other it made sense. Pains of when they were teenagers pushed to Emma's chest as she held the other woman, they didn't hurt as expected though. Instead the pain was welcomed, it was almost like a remedy. Lily was right, when she said Emma was her cure, but that went both ways. Lily was her cure. They were addicted to each other in a way they couldn't wrap their minds around.

Once Lily had settled, she kept the hug sustained. Being close felt more incredible than she remembered. Emma wasn't quite sure what to do. What was too much? What was too little? She was overwhelmed with emotions which hadn't been tapped into in ages, almost too long.

"You should get some rest, tomorrow is going to be long." Emma pulled away. Too soon for Lily. She nodded, wiping her cheeks and eyes.

"When will you be here?"

"Sometime in the morning. Do you want to sleep in?"

"I guess.."

Before Emma headed home, she stopped at Grannies for a drink- a hard drink, some thing to settle her down and to help her think.

Unable to let her mind rest, Lily lay wishing Emma was besides her. There was so much she wanted to say, to make amends with. Instead she had to rest because it wasn't the time. Unknowingly, she fell asleep after many hours of staring at the wall.

Emma clouded her dreams, ghosts and memories of the blonde filled her mind, even after she woke. Sun blared through the window, making her tired eyes not want to open. The pounding on the door had her awake. Although groggy and tired, she was excited at the possibility that it was her friend at the door. Standing, she unlocked and opened it.

A man. Not Emma.

"What do you want?" Lily spoke more distasteful than intended.

"Sherif Swan sent me to bring you breakfast." The deputy handed her a bag if food, and a cup of coffee. Just as fast as the young man appeared, he was gone. Her heart ached with disappointment, not seeing the person she had expected was painful.

A series of break-ins occurred in the middle of the night, all near the diner. Emma was swamped, no leads of course. But that didn't stop her from having suspicions. Mr Gold, Regina, Will Scarlet.. Even Lily was one of her suspects. She had to follow procedure, and interrogate each person though. Maybe the longer she waited to get to Lily (if she were guilty) the easier she would be to break.

Could the day have gone any worse? Not only did she not get to spend a moment of the day with Emma, she was escorted by a different sherif to meet her mother. The meeting went smoothly, but for Lily it wasn't happening. Maleficent was nice, but she had realized bonding with Lily was going to take more than one meeting. Accompanied back to her room, Lily waited for whatever was to come next. Since she wasn't being hostile, the guard which was assigned incase she were to try to escape was no longer right outside the door, but he was to watch from a distance.

Three of the four suspects Emma had had alibis for the previous night, and if Lily had spent the night in her hotel room, that meant four of four, and no leads. On top of the shitty day Emma had, she was distracted the entire time. Lily's words still rang through her mind, as if a record was stuck repeating the same track time and time again. "You were always my cure." "I failed you." "I've needed you." Were they just words? Excuses? Bullshit to make Emma believe her? Or were they genuine?

Trying to shake her mind free, Emma made her way to the hotel. With a knock of courtesy, Emma let herself in since she had the key.

"Where were you lastnight?"

"You kidding me, Emma? What is this about?" Lily was almost shocked.

"Did you leave after I left you here?" Emma's voice was robotic, stone cold.

"No. I freaking cried myself to sleep. Why?"

"There were a few break-ins near here, not much was taken but I'm investigating it."

"Now I'm a suspect?"

"It is up your alley." Emma muttered sarcastically under her breathe, and began searching the room for the lost items.

"Unbelievable." Lily could feel an outrage coming on, from the feeling of discouragement and betrayal.

"Do you want me to clear your name or not?"

"Fine. Go ahead. I didn't leave the room." Emma began searching, not finding a thing in any of Lily's possessions, or in the rest of the room.

"Lily, I'm sorry about that." Emma spoke with remorse but it sounded staged. "It's procedure."

"I'm sure it is."

"Yes. Is there anything you want before I leave for the night?"

"I thought you were going to babysit me again." That perked Emma's interest, not in the way the words were said, but the content. What she was implying.

"You don't want me to leave, do you?" Emma called her out.

Staring, Lily shook her head. "No. I don't know why I came, because I didn't want to. But since then all I've wanted was to be around you."

"I'm not ready to have you back in my life. I'm not even sure if I want you back in my life." Lily was trying her hardest not to dwell on the hurt she saw in Emma. "I need time to think."

"Is there anywhere I could get a drink?"

"Yeah, back at the diner."

"Do you want to go and think with me?"

"You do know how early in the evening it is, right?" Emma chuckled quietly, rubbing the back of her neck.

"Don't care. I need one, maybe it'll help you process your thoughts."

"Well, damn." Emma internally groaned. Drinking was probably a bad idea, but with Lily... Screw it, she was right. Emma needed to process her thoughts and whiskey would definitely sort things out. "Sometimes you can't turn up a drink."


	2. Chapter 2

One drink turned to a few, until they were given the bottle. Emma let her guard down, thanks to the whiskey she'd consumed. Lily was just like she remembered. Amazing. Frankly Emma didn't care about the rest of the world, she was caught in the moment. Whenever they were together and their past hadn't caught up was a blissful time.

A touch here and there, having started with a simple brush of hands. Emma sought out more accidental incidents, wanting- craving more. The touch set her soul alive, and had her chest bursting with excitement. When the world began spinning, realization snapped back into Emma's mind. Enough drinking, this wasn't the answer she was looking for.

"Take me back to my room, sheriff?"

Emma didn't remember walking down the street, or finding her way to sitting on the bed. Her head was rushing. Thankfully she didn't feel sick.

"I need to call my dad."

Lily crashed on to the bed, speaking into the pillow. Emma's call didn't last long, something about texting her if he needed her, and that she was drunk. She didn't listen into the call, mainly because she was too drunk. Turning over, she nudged Emma with her leg.

"Hey."

"What's up?"

"What are you thinking about?"

"I don't know." Emma sort of lied, not wanting to open up. Lily rolled her eyes, nudging her again.

"Lay down." Emma groaned when Lily pulled on her arm, eventually caving in. They both stared at the ceiling.

"I know you don't trust me, and that I've hurt you. Seeing you though.. I can't explain it."

"What are you doing?"

"Sharing my thoughts. If you won't.." Lily turned on her side, pushing her hair from her face. Since Emma didn't want to talk about "them", she changed the subject. "Do you honestly think I broke into those houses?"

"Not really, but you did rob a gas station, you robbed my adoptive parents."

"Emma, I was a teenager. I've grown up since then. You don't think I regret those decision? It wasn't even my choice, my foster brother handed me the gun after we went inside."

"You always have a choice though, Lily. That's why I'm angry with you. You haven't taken responsibility for what you've done."

"But I'm trying. I want to change. You think I've always wanted to be this horrible? My life is terrible, and I want to change. I'm done being a villain, always getting into trouble. That's why I faked my own death, so I could get out of that toxic life and start new."

"Good."

"Good?"

"Yeah, good. If you genuinely mean that, then good."

"I know I still have to prove myself, and I'm going to try everyday. Me.. Everyone.. You.." Lily looked down at her hand as she reached out towards Emma's, taking it in hers. She didn't pull away. Cheeks burning with a blush, she looked back into Emma's blue eyes. Her cheeks were also reddened. "Let me have a second chance?"

"I-I.." Emma swallowed thickly, words unable to pass her lips. Her mouth turned dry, and her breathing quickened. What was happening? Emma moved forward, her lips narrowing the distance until they met, kissing very gently. Lily's grip turned more intimately, as she wove her fingers through Emma's, squeezing firm.

"Thank you." She breathed against Emma's lips, kissing her again.

Being drunk has it's downsides, and passing out in a good moment was one of them. Lily dreaded opening her eyes to the hangover she already had. Eventually, and with complete agony, her eyes opened to a bright room. Water- and it didn't matter where from, she needed some fast. Prying herself from the bed, she made her way to the bathroom sink. Minutes later, she carried some water back to the bed for Emma, whenever she was to wake. Even as teenagers Emma would always sleep in. Once she settled back into bed, she realized most of her clothing was taken off in the middle of the night. She didn't want to risk waking her by getting out of bed again, so she thought screw it.

Emma was drifting in and out of sleep, unsure what was a dream. The nagging pain in her head verified reality, but the soft brushing feeling along her spine must have been a dream. The more she focused on the dream, the more realistic it felt until her skin was covered in chills. The moving of her hair from her neck woke her entirely, eyes shooting open, accompanied by pain.

"Shit.. Sorry." Lily whispered, not retracting her hand from her back.

"What are you doing?" Emma groaned.

"Just laying here." She brought the water to her lips. "Drink."

"Thanks." Emma couldn't have drank it any faster, planting her head into the pillow. Lily smirked to herself, lazily playing with Emma's back.

"MMMPT. Thm mmms." Lily laughed, unsure what she said.

"Again. Less pillow."

"Ugh. Stop. You're tickling me. Your hands are cold."

"I'm not, Swan." Lily leaned over, lips nearing her ear, close enough her breath could be felt. "But I could.." She taunted easily, staying close. Lifting some of her hair off her shoulder, she used the tips on Emma's back, circling largely. Emma reached out from under herself and punched at Lily.

"Ow. Bitch."

"Good at describing yourself." Emma clearly glared, with her eyes shut though. "When did I take my shirt off?"

"I don't know." Pulling back on the blankets, Lily transitioned onto Emma's back, laying flush against her. Not all of her weight was on the blonde. Her foot began stroking up and down Emma's leg, nestling in. "Tight ass jeans aren't on either. Cheeky."

"Mm. Did we have sex last night and I don't remember?"

"If we had sex you would remember." Lily drenched her words with promise, kissing behind the blondes ear. Each damn kiss along her neck made her shudder in ways she hadn't in years. She'd had a few one night stands, but to be touched as intimately as she was, was new. And it drove her insane.

Emma pushed back, into lily, making her sit up as the blonde rolled onto her back while under her.

"Did you want to have sex?" Lily raised an eyebrow, her fingers gliding effortlessly up Emma's stomach, leaving a nervous fluttering feeling in their wake. Lily circled her fingers around her breasts, not seeing any reaction. "It's just a question. You could say yes."

"I didn't come here to get laid."

"I'm sure you didn't. Why then? If so, how did you manage to end up naked underneath me."

"I still have on panties, I'm not naked."

"Oh. My bad." Lily said sarcastically. She lift herself above Emma, reaching under she slid Emma's underwear down past her thighs before sitting back down. "See, if you didn't want to have sex with me, you would've stopped me." Laying over her, Lily moved her hair over her shoulder. "What do you say?"

Ohhh Christ, was Emma aroused. Every single curse word she could imagine was running through her head. She was good at not showing emotion, but Lily always managed to see through that. Emma wanted nothing more than to lay back and let Lily have her way.

"I think you're-" Emma felt two fingers enter her body with ease. Her body was more wet than she thought. Damn Lily for having such good effects on her.

"I've missed this." Lily whispered seductively to her, lips kissing at Emma's chest. "I've missed you."

"Ohhh." Emma's eyebrows wrinkled with each penetration, wanting more. Lily smirked once more before indulge in pleasing her friend.


	3. Chapter 3

"Am I still under house arrest, or whatever the hell this is called?"

"That depends."

"On?" Emma chuckled to herself, shaking her head. She'd finished showering and dressing. Lily planned on showering after Emma left, opting for putting on her clothes at least.

"I'm kidding. There's nothing I can do to stop you. After all, you said your mother asked you to stay for the week, are you going to?"

"Yeah. I figure why not."

"Do you want me to drop you off at wherever she's at?"

"Sure."

"You good to go then?" Lily nodded. The shower could wait, and the feeling the sheriff left her with wasn't something she wanted to wash away so soon. The drive was almost identical to their earlier one, but without the awkward tension of anger. It was quiet as Emma drove her through town. When they finally arrived, Emma stopped just out of view of the house.

As Lily was about to get out of the car Emma took her hand, fingers between each others. She was about to say something, but Emma motioned towards her phone, muttering something she didn't hear. Holding the hand, she waited.

David had been texting Emma throughout the night and morning, more break-ins. The best news so far was that they had a witness. She kept texting for a while, which Lily didn't mind. Free time with Emma, who could complain? Putting the phone down, Emma turned to see her idly looking out the window.

"Another two burglaries last night. You didn't sneak out did you?"

"You'd make a terrible cop if you thought that."

"Sheriff." Emma's corrected.

"Still a smartass."

Reaching over, Emma slid her fingers across her cheek. Closing the distance, Emma kissed her. Passionately.

Stopping before she couldn't stop herself, Emma returned to sitting in her seat. Trying to regain her breath, Lily was a little dazed.

"Let me guess, needed something to think about the rest of the day?"

"Mm. I'm sure she's waiting for you." Lily left a peck on her cheek.

"Are you going to come by again tonight?"

"Don't know. I get to spend the evening with the kid." Lily wasn't sure she was going to ask about what she meant, so she didn't.

"You should. It gets lonely in there, I don't want to have to put my mind to work, thinking about that kiss and this morning." Emma felt a pang of pleasure shoot through her core. Lily leaving couldn't have happened any sooner. She watched as she walked to the door, only driving away once inside.

Hours passed while talking to each other. Maleficent wanted to know everything about Lily, about her past. What it was like growing up. Every detail. At first Lily wasn't keen on opening up, but much like a snowball, she soon grew to the idea of talking. Whenever they talked it felt therapeutic. And Maleficent actually cared, which was a surprise. In all of the years Lily spent on her own, Emma was the only person she had known that felt the same way. Just before Lily was about to leave at the end of the day, her mother gave her a gift. Something she had held onto for years, and wanted her to have since before she was born- a small, dragons claw that clutched a ball. Lily didn't understand the gift at first, but then Maleficent told her about how it was in their family for generations.

The sun was setting, and Maleficent drove Lily along the forest, heading back towards the town. She didn't know her way around, but her mother knew that. Not having to focus on the road also gave her time to think.

Having been there for only two days, life was better than the last ten years. Not a thing had gone wrong, even with being accused of burglary. She wasn't sure exactly why, but she felt safe, like her walls could come down. Slowly.

Emma took Henry to Grannies for hot chocolate after school, where they were going to meet up with Regina. Emma had hoped that Lily would show up, that by then she would be done with visiting Maleficent, whom went by Mal. Ruby hadn't seen her in the restaurant, but wasn't looking. Not thinking twice about it, the three drove to Regina's house for dinner.

"I'm going to need you to watch Henry while I'm in New York bringing Robin back here."

"When are you leaving?"

"Tomorrow. The sooner the better. I had meant to tell you yesterday, but I was busy."

"Can't he stay with his grandparents?"

"Don't you guys live together?" Regina rolled her eyes. Swan wasn't thinking straight. "Do you want me to drop him off or do you want to pick him up?"

"I guess I'll swing by and get him."

"Good. I won't be here, hopefully I'll leave after he goes to school." Regina nodded contently. She was full of burdens involving Robin, the last thing she needed to worry about was Henry. Emma always protected the boy, so she didn't worry too much. In an emotional state, though, everything becomes a worry, another anxiety.

Emma went upstairs to say goodbye, before nodding at Regina whom was busy bustling around her room, readying the last of her things.

"Leaving now. Hope you can get it all sorted out up there."

"Yes." Regina dismissed her.

It felt too early to drive and visit Lily, but that was all Emma could think about doing. Not because of the incredible sex they had had that morning, but something she couldn't place with words. She felt like she had a crush, which she did. The whole world focused on Lily, and how amazing and perfect she was. Flaws of the past were quickly overlooked, replaced with perfection. Before she had noticed that she was in the middle of a day dream, her dad caught her grinning to herself euphorically.

"What's his name?" David prodded her shoulder. "Is it that Killian guy who's been hanging around?"

"Huh?" The bliss and happiness faded, cheeks turning embarrassed as she began listening to her dad.

"I asked what his name is. The guy you're ogling over in your head. Unless it's this piece of crap." He pointed behind his shoulder at one of the dwarves he had arrested.

"No one, dad. I just had a good day."

"Bull. No one grins as stupidly as that without thinking of their mister perfect."

"You know I don't believe in true love like you and mom do. I spent the day with Henry." Emma admitted this time and time again, this time to convince herself she wasn't in love with Lily. Loving her couldn't be that bad, but what they had definitely wasn't love in two days.

Giving her a few more minutes, David lowered his voice. "You're doing it again."

"Stop."

"It is Killian." He was guessing. Emma and Killian spent a lot of time together, maybe he was finally putting two and two together.

"He's gay."

"Oh. Alright. That makes sense, most sailors are." Both laughed, but Emma still tried to ignore him, and to tune out her thoughts. The harder she thought to suppress Lily from her mind, the more she appeared until finally Emma had enough.

"You got the rest of this finished? I'm going to go for a walk."

"Mmm, yeah. Be safe."

"Always am." She called out as she walked down the hallway.

Fresh air was amazing, why walk when she could enjoy the night out, have the wind rush through her hair. The drive to and from the diner wasn't that far, maybe Lily was there.

Halfway there, she saw someone sitting on a bench for the bus. No one ever sat there anymore, because as long as she could remember the buses weren't in commission. As she got closer, she slowed down. Thankfully the light changed to red, giving her a reason to stop. Looking closely, it wasn't anyone she recognized. Then again, they had their head turned away. When the lift changed, she still watched, taking off slowly. The person sitting looked up, then back down. It was Lily. Pulling over, Emma parked in front of her. What the hell was she doing out here?

"Lily?"

"Jesus. Emma. You freaking startled me."

"What are you doing out here?"

"I thought I wasn't under house arrest anymore? I hate being locked away, wanted to get some air."

"I get that."

"Yeah." Emma leaned against the bench.

"Brings back memories, being at one of these." She referred to when they were teenagers, the last time they had seen each other before going their separate ways.

"I was sitting and you were standing."

Lily smiled, instinctively reaching up and touching the necklace she asked Emma to get her all of those years ago.

"You still have it?"

"You made me it. Makes me think of you.. A reminder of what I fucked up."

"Lil.."

"No, it's fine." She stared up at the sky, trying not to get emotional. Sitting down and wrapping an arm around her shoulder, Emma pulled her closer.

"I wish I hadn't left. Hurting you... I was hurt."

"Emma, please don't.."

"I was wrong too."

Their foreheads met, eyes closed. Emma knew these words had to come out, to clear the air. Lily deserved more than she had ever gotten. Even if apologizing was all Emma could give her, she was going to try. However, lily interrupted the apology; her lips pressed to Emma's, drawing her in for a shaky kiss.

"Lets go for a drive." Emma breathed, not quite leaving the lips on hers.

"Please, yes."


	4. Chapter 4

Engine roaring, Emma didn't slow for anything. No one else was out this late, let alone on the same windy roads they were on. The nights air flowed through the open windows, blasting at them.

Lily couldn't hide the feeling of being alive. Escaping the rest of existence with the one person she craved to be around. And the look on Emma's face glorified it. The beauty on her made the sun seem pointless, because nothing could be brighter than her. If it wasn't dangerous she would've kissed her.

Winding through the roads, Emma made it look easy. Like she was born there. Her eyes could've been closed and she wouldn't have missed a beat.

Slowing down, they eventually reached wherever Emma had been driving them to. Lily glanced over, and was unable to not have her way with the sheriff.

Emma draped her jacket over the slightly shivering Lily, pulling her closer after putting her clothing back on.

"C'mon, I want to show you something."

"In all of this fog?"

"Don't worry, it'll be clear."

"Alright." Emma opened the door and got out. Lily tried handing Emma back her jacket, but she wasn't going to have it. She grabbed Emma's hand, following her lead. They hiked through an off beaten trail, until at a well. True to her word, the fog was clear where they were.

"Someone showed me this when I came here.. They said magical things happen at the well."

"You believe that?" Emma shrugged.

"It's more of a tradition."

"Pretty cool, Swan." She smiled at her.

"Hey, it's also a nice place to get away with a date."

"This is a date?" Lily mocked, teasingly.

"I don't just sleep with strangers."

"I don't recall any actual sleeping, though."

"That'll come later." She claimed a kiss from Lily, and was held there for many more.

Only when the rubbing of eyes and many yawns came, did they walk back down to the car. Instead of driving to Grannies, Emma went straight home. Her hand never left Lily's, not even when they snuck inside. Too tired to care, Lily followed. Although tired, her hands and lips couldn't stay off of Emma.

Lily woke throughout the night, still wrapped in Emma's arms. Moving and leaning into her. She kissed her forehead and settled back to sleep.

For probably the first time ever, Emma woke up first. Rubbing the tiredness from her eyes, she sat up. Lily was out cold, unphased by her moving around in the bed. She stretched before slipping out of the bed and making her way down the stairs.

"Whoa. Mom. Didn't expect you awake."

"I didn't even think you were home." Snow looked up from the fridge, carrying a handful of various ingredients. "When did you get home?"

"Crap, I don't even know."

"Do you want some lunch?"

"Mm.. No." Emma had been pouring two bowls of cereal, and only eating one, of which Snow noticed but didn't say a word. "Regina is out of town for a few days, so Henry is going to spend a couple of days here. I told him since I won't be home for dinner to head down to the station with dad."

Snow quirked her eyebrows. "Oh? Do you have a date?"

Emma didn't respond, cuing Snow to start teasing.

"Is it Killian?"

"No." A solemn answer, monotone voice.

"It is!" She squealed delightfully.

"You and dad just leave it alone, alright? When I want you to meet them, you will."

"Oh alright. That had better be soon, though."

Groaning, Emma headed up the stairs to her sleeping beauty whom was still resting. She set the bowl on the end table, and climbed into the bed with Lily's back to her. Still sleeping. Hoping to exempt revenge, she placed her hands on Lily's bare back, rubbing her softly. Instantly waking, Lily groaned.

"Your hands are freaking cold, Swan."

Turning her over, Emma kissed her forehead.

"Payback is a bitch, eh Page? I brought you breakfast." She murmured into her ear, kissing around it.

"I'm still sleeping.." Ignoring her complaint, Emma kept trying to wake her.

"Too bad, I already poured the milk. You can't waste a perfectly good bowl of cereal."

"Damn.. You're right." Lily sat up and ate.

Shortly after she finished eating, they had wound up in each others arms, holding hands. Emma kissed Lily's wrist where her birthmark was.

"I remember when you drew this on me. The feeling it gave me."

Lily smiled at her, taking Emma's right hand. "I know it's not same, but.." With her finger she traced the same mark onto her skin, barely pressing. "I still meant everything back then.." Emma cut her off, lips covering Lily's mid sentence.

"It's more than before could ever mean." Smiling into the kiss, Lily cupped Emma's cheeks, pulling her on top of herself. Emma was lost in the moment, kissing down Lily's jaw as she moaned. Her neck was being sucked and kissed, gently bitten.

Staring wide-eyed, Snow didn't expect to see any of this. She thought Emma was alone. A small gasp escaped her lips, quickly concealed by her lips but it was too late. Emma had heard her, and turned. Horror was evident. Lily opened her eyes and saw Snow; licking her lips, she glanced between the two women, looking to Emma for an answer. Heart racing for various reasons.

"I'm so, so, so, so sorry!" Snow kept her hand over her mouth, before turning around and sprinting down the stairs.

"What the hell was that?" Lily pushed herself up to her elbows.

Emma had climbed off of her, nervously heading down the stairs after her mother.

"What did you want?"

"David's been looking for you for an hour.. You're gay?" Snow didn't miss a beat.

That explains quite a lot, she thought to herself, but it also caught her by surprise.

Emma was furiously red, blushing with embarrassment.

"Since when?"

"Are we really having this conversation?" Emma was caught in a tough situation, but worse off, Lily could hear every word.

"Yes. Since you live with me, and I am your mother. Why didn't you ever tell me?"

"Because my sexuality isn't something that needs to be flaunted around."

"No, not that... I don't mean that. It just would have saved you all the trouble of us trying to set you up with someone."

Emma's eyes narrowed, a certain Killian and August coming to mind.

"How long have you two been dating? Does Henry know?"

"It's complicated."

Lily felt her heart shatter. Of course they weren't dating. It was just for a week. Once again, another fling with Emma while they were in each others lives. That didn't stop it from hurting.

"Then..?"

"Mom, it's complicated. Is that all you needed?"

"Y-yes. Sorry, Emma. I wouldn't have gone up there if I had known you had company."

Dreading coming home, Emma quickly raced up the stairs back to Lily. She apologized, but the moment was gone.

"You have work, don't worry. I should get going anyway. I'll see myself out." Emma tried to stop her, but Lily wasn't having it. She went faster than the other two, and took off once out the door.

Sure, she had no idea where she was going, but that didn't take her mind off of the broken heart in her chest.


	5. Chapter 5

Maine was such a strange area, so foreign. Lily kicked a rock as she walked along the beach, unsure what to do. She was angry, hurt. An emotional wreck once again, and all thanks to Emma. She hadn't even been pushing her away, but it felt like another wall had been erected between them. Hopefully it would be indestructible. Lily was tired of hurting because of Emma, and usually whenever she was hurting the cause was Emma.

Of course, that's what her brain wanted her to think. Maybe if she warped her thoughts of Emma to only see the bad it would make leaving easier. Either way, she couldn't last a week here. If she didn't have a meeting with her mother later in the evening, she would've left Storybrooke. Blowing off her mom didn't seem too bad, because although they were talking, the "connection" had began feeling superficial. It wasn't anything like what she felt with Emma.

This time her mother was picking her up, so she headed towards where she thought the Diner would be (still not too sure of the city's layout).

Work. Fucking work. Something always had to come up between her and Lily. Usually it was each other, but this time it was her dad, unknowingly.

They had a lead, and a strong one, in all of this robberies. The evidence that incriminated the culprit was solid. Since going into work, they had been casing Will Scarlet. He was shady, and often drunk. After a sighting of him downtown, they'd chased him into the town library and made the arrest. His shitty alibi didn't hold up, and they spent the next few hours booking him. All of which, Emma's mind was elsewhere. David absentmindedly suggested they go to Grannies for grilled cheese, being as hungry as she was, Emma agreed.

Maleficent was there with Lily, sitting at the table. Emma noticed Lily didn't seem interested at all. She was staring out the window, constantly asking "what?" because she wasn't listening. Not once did they make eye contact though, almost as if Lily was trying to avoid her. Emma had been doing the same thing, sort of. Her focus had been entirely on Lily, and she zoned out her father. Thankfully, Snow had called him, and he left.

Emma sat, watching them like she had all night. When they stood and started walking to the door, Emma stood and intervened.

"Hey."

"What's wrong, Emma?" As if she didn't know, she'd been avoiding her all day after earlier.

"I, uhh, earlier.. Is everything alright?"

"Why wouldn't it be?" Maleficent spoke, unaware that they'd been seeing each other.

"Mm.. Just go ahead without me for a minute."

"If you insist, dear."

All three had stepped outside, but Lily and Emma stayed a distance behind. The resent coated Lily's attitude.

"Like my mother said, why wouldn't it be?"

"You left like lightening. I just wanted to be sure because I care about you."

"We're good." She gave Emma a smile. It was a lie though, to keep herself from hurting anymore so than needed. Emma caught on though, because much like a sixth sense, she could easily spot a lie.

"You sure?"

"Yeah. I'll see you tomorrow."

"Okay."

"Goodnight, Emma." Reaching up, she held Emma's cheeks and kissed her. Trying anything to convince Emma and herself that it was okay.

"Goodnight.." And like that, she watched Lily walk towards the backlot, to her mothers car.

"We need to talk." Emma yelled from the other side of the door. Staring up, Lily was startled.

Lily opened the door, pissed as ever, but it was just another front of hers to hide from what was troubling her. That's all Lily ever did, run and hide. Being in the darkness meant she couldn't get hurt any worse than she already was, and being around her light hurt more than ever.

"Emma. What are you doing here?"

"Please? Just talk with me."

"I'm too tired."

"Please."

Hand gripping the edge of the door, Lily couldn't close it. She couldn't shut Emma out, she was done pushing her away. The blonde grabbed her cheeks and began kissing her. Sinking into the kiss, Lily's hands found their way around her neck, giving in.

Being angry and hurt didn't stop them from being intimate. Without trying to close the door, Emma pushed her to the bed. Lily needed her. Emma needed her.

Being straddled, Lily sought out another kiss, her tongue desperate for Emma. Hands pushed away the jacket, and Emma sat up, lifting her shirt from the hem over her head.

Emma was aggressive, with the notion that if she stopped Lily would leave.

Moaning contently, she dug her head into the pillow. At least this was right. Emma had ripped their clothing off, only slowing when she knew Lily was enjoying the moment. This time no one would interrupt them.

"What did you want to talk about?" Lily sat with her back to against the headboard, knees near her chest, covered by the blankets. Confused, exhausted. She ran her hand through her hair, pushing it over her shoulder. Emma looked pale, like she'd seen a ghost, or that whatever she was about to say would kill her. Either option scared Lily.

"I-I... I have a son."

"Seriously?"

"Yes. His name is Henry." Emma looked petrified, and began biting her nails.

"How old is he?"

"Fourteen."

"Wow.. Congrats?" Somehow Lily knew as soon as she said that, she had chosen the wrong words and she sprung up to comfort her. "What's so wrong babe? I'm glad you have someone in your life like that.." Lily's arms guarded her, keeping her protected. She was crying, but out of shame.

"You remember the day when you found me at the bus stop, and how I left?"

"Yeah.."

"I had left to the only other person I knew in town, someone I had met at school. Neal. He-he.."

"Did you guys..?"

"Yeah." Lily pressed Emma's head against her shoulder, fingers woven through the blonde hair. "I was hurt from you, my adoptive family.. I wanted to feel safe. So I went to him. And.."

"It's okay."

"It was just the one time."

"That's when you got pregnant?"

Emma couldn't bring herself to say it, opting to nod her head. Lily kissed her forehead. Knowing that Henry existed only because she had broken her heart was heartbreaking, because she was probably taken advantage of.

True. Emma didn't go to Neal for sex, just comfort. One thing lead to another, and although it wasn't her idea, they slept together. She wasn't even straight, but it happened because she felt broken. Neal had a way with words, getting her to do what they had done was easy in her condition. Emma felt so ashamed to have kept that from Lily.

"No matter what, there won't be anything we can't come back from. It doesn't matter how or why, what matters is him. Henry. Your little boy." Puffy, red eyes looked up at her. "Can I meet him?"

"Are you are that's a good idea?"

"Who knows. I've never been full of good ideas.

"Yeah." Emma laughed quietly. "I don't have custody of him.."

"Oh. Neal..?"

"No. I was in prison when I gave birth.. I'm not a parent, and I knew he would be worse with me."

"He was fostered, like us?"

"Closed adoption."

"Your decision was for the best, Emma." She held her closer, knowing that it must have hurt to say this.

"It was. He found me though, a few years ago. That's why I ended up moving here."

"Does the other family know?"

"Mhm. You met his mother, Regina."

"No way?"

"She hated it at first, but we've come to terms."

"I'm glad for you, Emma." She leaned in and kissed Emma. Her lips, her cheeks, just to display the affection Emma needed.

"You are?"

"Yes. God we're so hormonal." Lily joked because they had been crying quite a lot.

"I don't think it's hormones."

"No. I know I'm finally opening myself, whether or not it's a good idea I am."

Lily dominantly wrapped an arm around Emma's waist, lips pressing to her neck.

"I want you to stay."

Lily raised her eyebrows. "What? How did you know I wanted to leave?"

"It just feels right. This feels right."

"You know I'm confused over everything."

"Stay, think things through here, with me."

"I can't do that. I want to, but I can't freaking bring myself to that. I don't think I'll last the rest of the week here."

"Then I'll go with you."

"You can't leave your son, Emma."

"And I can't leave you. Now that you're back, it's like.. I feel.. Something.."

"We're not dating, all that there is between us is this.."

"Bull shit..."

Lily sighed, grabbing her forehead. Head swarmed with a headache. Hearing "I want you to stay" made her heart start pounding. For the first time in her life someone wanted her, and not for money. She couldn't deny her love for Emma, but she felt like running.

"I love you."

"I love you." Emma replied, cupping her cheek.

"I never thought I'd get to tell you that."

"I couldn't wait."

"Oh really?" Leaning in closer, Lily aimed for her ear and whispered. "I think you're only trying to outdo me."

"Mm. Go for it."

Lily smiled half heartedly, taking Emma's hands and wrapping them around herself.

"I thought you didn't want me around tonight?"

"Changed my mind."

"Have I changed your mind on leaving, or is it still set?"

"We'll see, alright?"

"Mmk." Emma kissed her forehead, resting into the bed.

Their bodies lay intertwined, fingers and hands moving softly. Neither had fallen asleep yet, but hadn't moved recently or said a word to another. Lily was smiling, the intoxicating touch of Emma nearly burned her skin with excitement.

Emma on the other hand.. Her heart wouldn't stop thinking. She finally had the courage to tell Lily she loved her. Actions hadn't been enough; promises broken, but this- this was real. An undeniable love between them.

Too tired to move another muscle, Lily turned over her shoulder to kiss at Emma before fading to sleep.

Laying awake in the morning, one is more likely to have revelations. Wide awake, she knew why she couldn't sleep, and why tonight would possible be the longest night of her life. Potentially tomorrow, Lily was going to walk out of her life. Had time been too long between them for this to have ever worked out? Was Lily just getting off on her? She had been screwed over by Lily countless times, once more could easily happen. When light slowly began flooding the room, she realized her exhaustion. Time slipped away far too quickly.

Being softly awoken to the movement of someone else's hand wasn't too bad. Turning over, Lily faced Emma.

"Hey."

"Hey."

"Did you sleep? I've never seen you awake before me."

"I'm not really sure."

Lily moved closer and kissed her forehead.

"Close your eyes."

"Closed. Why am I doing this?"

"Shh, shh." She kissed down her face before pulling the blankets higher. "Why didn't you sleep?"

"I thought you would leave."

"I need time to process everything. But you need to sleep. I promise I'll be here when you wake, okay?"

"Okay."


	6. Chapter 6

True to her word, Lily stayed where she was. How often did you get to spend time with someone you love, showing you loved them? Emma may have only slept for an hour, but it refreshed her more than anticipated.

They headed out, walking along side each other. As happy as they were, both knew Lily still wanted to leave.

"If you're going to leave, can I at least drive you back?" One request, that's all Emma wanted. If Lily was to shut Emma out of her life, to live off the grid like she had been, Emma wanted closure of some sort and seeing her off would have to work.

"I'd love that."

Seeing the pain in Emma's eyes was devastating, but somehow inevitable. Leaving was the right decision. If only she could convince herself of it.

Later that day they packed Lily's bag into the backseat of the yellow bug and headed out of the town. Lily locked her fingers through Emma's, and the grip was mutual. They talked off and on. The closer towards Lily's apartment was when she started giving directions. Night had fallen, fog was overcast when they arrived. Letting Emma drive home alone when she had already missed a few turns wasn't going to happen.

Pulling out a case of beers, Lily set it on Emma's lap before sitting beside her.

"Really?"

"Better than nothing, and it's all I've got. C'mon, we already agreed you shouldn't drive back tonight. Just throw a few back with me?"

"I guess." Emma responded as if being dragged by her heels.

After the first few consumed, they'd wandered to the bed, laying holding hands.

"Do you remember that time we stole beers?" Emma asked.

"Yeah. And we got drunk in that empty summer home."

"That was my best summer."

"Serious?"

"Mmmhm." She nodded, hand moving to lower Lily's shirt. Her fingers wrapped around the necklace she had made and given. "Was the day I gave you this."

Turning, Lily joined her hand on the necklace, settling it flat against her chest.

"We had just had sex.. My first time.."

"Mine too." Lily took Emma's hand, kissing her knuckle. "Lily..?"

"What's wrong?"

Emma swallowed thickly.

"I don't want to go back without you."

"I just need some space to think things through, Em."

"We're good together. Nothing's stopped us except for you, always trying to run." It was the alcohol speaking, but thankfully Lily recognized that. Her hand reached to Emma's face, stroking her cheek gently.

"We're not dating though, Emma. This was.. Iunno, just a one time thing?"

"I want to though."

"Baby I know.. But this is where I live, where I work."

Just considering the idea of dating Emma had Lily's heart aching. A longing, desire for her.

"You're there. Hell, you're the sheriff."

"What's the point, if I'm alone, without you? I feel so empty."

"What are you trying to say, Emma?"

Rolling Lily onto her back, Emma climbed atop. She held both hands above her shoulders. Leaning over her, Emma narrowed in on her lips.

"Live there, with me. I want you in my life."

"Emma..."

"I know you want me too, you're just avoiding it."

"It's hard not to want you when you're arousing me." She retorted, doing exactly what Emma was saying. Even whilst drunk Emma was still sharp.

"Do you want a relationship with me?"

"Yes, but-" interrupted by a kiss.

"-then we'll make us work."

"But I'm a mess of a person. I've fucked everything up at every opportunity."

"Start now. No matter what, we'll come back from anything. Nothing will break us apart."

"Since when did you turn all sentimental?" Lily rolled her eyes, wriggling her hands free, she pulled Emma down to intoxicate her.

Exhausted hours later, they had woken up but stayed in bed. Lily was smiling at Emma. It had been years since she last called Emma her girlfriend. Just thinking of the name made her feel ecstatic.

As Emma prepared to leave after her shower, they'd worked out a schedule of when one another would drive to visit. Maybe in time Lily's mind would be set, following where her heart was going. Every minute of the day she spent yearning for Emma. The final kiss goodbye lingered on her lips long after the blonde had driven away.

A/N. Thank you for reading, leave me a review :)


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